AGREEMENT FOR THE ESTABLISHMENT OF A LIMITED
LIABILITY COMPANY AND CAPITAL CONTRIBUTION
In accordance with the PRC Company Law, the shareholders have agreed,
after careful consideration, to contribute capital on a voluntary basis for the
establishment of a limited liability company. It is hereby agreed as follows:
1. The proposed name of the newly established limited liability company
shall be Guangdong Wangying Communication Technology Company Limited
(the "COMPANY"). There shall be a list of alternative names. The name of
the Company shall be as registered at the registration authority.
2. The principal business of the Company shall be information technology
business. The proposed place of domicile of the Company shall be 2/F.,
No. A4, Jinyang No. 2 Street, Zhongshan No. 1 Road, Dongshan District,
Guangzhou City.
3. The Company shall have three shareholders having legal person status.
They are: AsiaInfo Technologies (China) Inc. (Registration No.: Qi Du
Jing Zong Zi No. 010138), Guangdong Data Communication Network Company
Limited (Registration No.: 4400001005310) and Guangdong Wangxing
Communication Technology Company Limited (Registration No.:
4400001008853).
4. The registered capital of the Company shall be RMB3,000,000. AsiaInfo
Technologies (China) Inc. shall contribute RMB1,200,000 in cash,
representing 40% of the total registered capital; Guangdong Data
Communication Network Company Limited shall contribute RMB900,000 in
cash, representing 30% of the total registered capital; and Guangdong
Wangxing Communication Technology Company Limited shall contribute
RMB900,000 in cash, representing 30% of the total registered capital.
5. Upon the pre-approval and registration of the name of the Company, a
temporary bank account shall be opened within three days. The
shareholders shall make their contributions fully in cash and deposit
such cash to the temporary bank account within three days after it has
been established.
6. Any shareholder who fails to make its agreed contribution shall assume
liability for breach of agreement by paying a penal sum calculated at a
rate of 0.3% to the non-breaching shareholders.
7. The liability of the shareholders to the Company shall be limited to
their respective capital contribution. Creditors of the Company shall
have recourse to all of the assets of the Company.
8. The shareholders have agreed that Chen Shanquan shall make an
application on behalf of the Company for pre-approval and registration
of its name and registration of its establishment to a registration
authority. The applicant shall undertake that documents and certificates
submitted to the registration authority are truthful, valid and legal
and assume liability therefor.
9. If, for various reasons, the application for establishment of the
Company cannot reflect the original intentions of the shareholders, the
application may be terminated upon the agreement of the shareholders.
Any costs incurred shall be borne by the shareholders in accordance with
their agreed percentage of capital contribution.
AsiaInfo Technologies (China) Inc. Guangdong Data Communication Technology
Company Limited
Representative: Seal Representative: Seal
Guangdong Wangxing Communication
Technology Company Limited
Representative: Seal
Location of Signing: 3/F., No. 15 Xincheng South Street, Tianhe East Road,
Guangzhou
Time of Signing: 2 June 2000
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